Terms of Use

and Membership Agreement

Last Revised: June 14, 2017

This Membership Terms of Use and Agreement (the “Agreement”) is a legal agreement entered into between You (“You” or “Your”) and The Community Company, Inc., a Delaware corporation (“We” or “Company”), the owner and/or operator of the Forbes Business Development Council company community (the “Community”), the closed site www.forbesbizdevcouncil.com and the related closed mobile applications for the Community (collectively the “Sites”). This Agreement along with the Policies (as defined herein) state the terms and conditions that govern Your membership in the Community, Your use of the Sites, and use/access to the Member Benefits (as defined herein) and any other features of membership in the Community. Company is a licensee of the Forbes mark, which is a trademark of Forbes Media LLC. It is acknowledged and agreed that Company and not Forbes Media LLC operates the Community and any claims related herein shall be solely brought against Company and not Forbes Media LLC. Any notices permitted or required to be provided herein shall be sent to concierge@forbesbizdevcouncil.com, or as permitted herein by mail to 745 Atlantic Avenue, Boston, MA‎ 02111 attn.: Forbes Business Development Council Concierge, or telephone (484) 403-0409 (the “Community Contact.”) All Policies pertaining to the Sites may be found at the Forbes Business Development Council homepage, www.forbesbizdevcouncil.com, (the “Homepage”).

BEFORE USING/ACCESSING THE SITES, THE MEMBER BENEFITS OR ANY OTHER FEATURE OF MEMBERSHIP IN THE COMMUNITY, PLEASE CAREFULLY READ THE FOLLOWING, AS THIS GOVERNS YOUR MEMBERSHIP AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND COMPANY ARE RESOLVED, WHICH INCLUDE A JURY TRIAL WAIVER, A CLASS ACTION WAIVER, AND AN AGREEMENT TO ARBITRATE CLAIMS.

Your use of the Sites and the Member Benefits constitutes Your agreement to be bound by the Agreement and the Policies and We encourage You to therefore review them periodically. If You do not agree to these terms, You must not access or use the Sites or Member Benefits. This Agreement along with any particular terms governing or related to the Community and the Member Benefits included in membership in the Community (collectively, the “Community Terms”) set forth the more specific terms and conditions of Your membership in the Community as well as Your use of the Sites. In the event of an apparent conflict between any provision of the Community Terms and this Agreement, the terms contained in the Community Terms shall control. Your membership in the Community, as well as access or use of the Sites and Member Benefits is also contingent upon Company’s acceptance of You as a Member (as defined herein) of the Community in Company’s sole discretion and Your continued compliance with the terms of this Agreement, the Community Terms, the Community Privacy Policy, and any other existing or subsequently issued policies with respect to Your membership in the Community (collectively, the “Policies”). If You do not agree to the Policies, or if You breach the Policies, including but not limited to this Agreement, You are not permitted to utilize the Sites or the Member Benefits. Your continued use of the Sites or use/access of the Member Benefits signifies Your acknowledgement and agreement to be bound by this Agreement and the applicable Policies. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits, except as expressly set forth herein.

MODIFICATION

Company may, in its sole and absolute discretion, change or modify this Agreement, the Member Benefits, the Community Terms, or the Policies at any time and from time to time without notice. If We do change the Agreement, We will post notice of the changes on the Homepage, and will indicate the effective date of each new version of this Agreement along with clear demarcations of any such changes or modifications, which shall be effective immediately upon posting them. In addition, Company may, but does not have an obligation to, notify You of changes or modifications to this Agreement by email to Your email address listed in connection with Your account. Your continued use of the Member Benefits or the Sites following the posting of revised terms constitutes acceptance and agreement to the changes. It is therefore very important that You keep Your Account Information, as detailed in Section 6 hereof, current. Company assumes no liability or responsibility for Your failure to receive an email notification. It is acknowledged and agreed that Company has no obligation to provide You with an email notification of any modifications to the Policies and that any email notification provided at any time shall not obligate or create an expectation for Company to do so in the future. For the avoidance of doubt, Company reserves the right to modify, change, or discontinue any aspect of membership in the Company at any time. Only a specific, written waiver signed by an authorized representative of Company shall have any legal effect as a waiver by Company of any terms of this Agreement or any other Policy.

MEMBER BENEFITS

Member Benefits Generally: To be eligible for membership in the Community, You must submit an application and be approved as set forth in Section 3 below. Persons who are accepted for membership in the Community (each a “Member”) are eligible for the then current benefits included in membership with the Community which are set forth in the Community Terms (the “Member Benefits”), and which may include but are not necessarily limited to access to a Bespoke Marketplace (as described herein), Networking Opportunities (as described herein), Media and Personal Brand Building (as described herein), access to Community Knowledge Platform (as described herein), and Concierge Support (as described herein). The Member Benefits are included in Your Annual Membership Fee (as defined herein). We will make reasonable efforts to ensure that the Member Benefits existing at the time of Your being accepted for membership will remain available throughout the then current term of Your membership, however, the Member Benefits are subject to change without notice at any time, and from time to time, depending on the needs and value to the Community as determined by Company from time to time. The Member Benefits are personal to the Member and shall not be resold, assigned, or transferred to any party except as expressly provided herein or otherwise as approved by Company in writing. To the extent You are in breach of this Agreement or the Policies, including the failure to pay amounts due to Company hereunder, Your membership and/or Your ability to utilize the Member Benefits may be suspended or terminated.

Particular Member Benefits: To the extent provided as part of the then current Member Benefits, a general description of the Member Benefits is as follows in Sections 2B(i) through 2B(v) below. The specifications and/or additional terms pertaining to the particular Member Benefits for the Community available in connection with Your membership are set forth in the Community Terms:.

Bespoke Marketplace. A bespoke marketplace of direct providers, retailers, wholesalers, group purchasing organizations and other third party providers of products, services, experiences and discount marketplaces or offerings (each a “Marketplace Provider”) and may include certain discounts or promotional offers for Members. It is expressly understood and agreed that the offerings in the Bespoke Marketplace (“Marketplace Offerings”) are provided solely by the Marketplace Providers and not by Company, its licensors or their employees, contractors or agents. You acknowledge and agree that the Marketplace Offerings are third party products or services and being sold or made available by such third party. The Marketplace Providers may have separate eligibility requirements, require the execution of a separate agreement or other terms and conditions for use by You or any Member and the Marketplace Providers have the right in their sole discretion to refuse to provide the products, services or experience offerings to You. You acknowledge and agree that You are solely responsible for the payment for any products, services, and/or subscriptions purchased through a Marketplace Provider, and for complying with any terms or agreements You enter into in connection with a Marketplace Offering. You will maintain in strict confidence all proprietary and confidential information including but not limited to pricing information, proposals, agreements, organizational documents, software, and contract catalogs (printed and electronic) of Marketplace Providers or their vendors whose confidential information You receive from any Marketplace Provider in connection with a Marketplace Offering in which You participate. Your obligation to maintain the confidentiality of such information shall remain in effect continuously throughout the period of Your use of a Marketplace Offering and for three years after its expiration or termination. Notwithstanding the foregoing, upon the termination of Your membership, Your continued ability to access a Marketplace Offering may be terminated without further notice. Company makes no representations or warranties regarding the Marketplace Offerings or their initial or ongoing availability for any Member. While Company may receive a financial or other benefit from such Marketplace Provider for permitting the offering to its Members and/or involvement in the Community, it is acknowledged and agreed that neither Company nor its licensors shall have any liability or responsibility in connection with the management, redemption, provision or marketing of such Marketplace Offerings nor the products and/or services purchased or obtained in connection thereto. In order for You to be eligible for certain Marketplace Offerings, and/or to activate such Marketplace Offerings, Company may be required to register You for an account with a Marketplace Provider. UNLESS YOU PROVIDE EMAIL NOTICE TO THE COMMUNITY CONTACT WITH THE SUBJECT HEADLINE “MARKETPLACE PROGRAM OPT-OUT” YOU HEREBY CONSENT TO COMPANY’S USE OF YOUR NAME, COMPANY, WORK PHONE AND EMAIL ADDRESS TO REGISTER YOU FOR AN ACCOUNT WITH A MARKETPLACE PROVIDER FOR THE PURPOSES OF MAKING SUCH MARKETPLACE OFFERINGS POTENTIALLY AVAILABLE TO YOU IN CONNECTION WITH YOU MEMBERSHIP. It is expressly understood and agreed that if You opt out as set forth in the foregoing sentences, You may not be eligible for certain Marketplace Offerings which are available to other Members. The Bespoke Marketplace may only be used by You and the authorized personnel, which shall mean such person(s) which are expressly authorized by You to access the Bespoke Marketplace on Your behalf and are on-boarded by Company.

Networking Opportunities: The opportunity to network with other Members, privately through membership tools or networking events for the purposes of sharing information, experiences, advice or making personal or professional connections with other Members. While Members are encouraged to utilize the Networking Opportunities, each Member is expected to do so in a professional, courteous manner, which respects the other Member’s time, privacy and wishes. Each Member is expected to comply with the Member Code of Conduct (defined herein), and shall not (a) send an unsolicited generic/blanket message to other Members or otherwise contact all or substantially all of the Members of the Community or act in any other manner which could be construed as a generalized solicitation or “spam”; (b) directly or indirectly solicit the sale of products, services, investment, employment or other opportunities to other Members; (c) directly or indirectly solicit information including but not limited to contact information from Members for the purpose of solicitation of products or services, or sales, or Your other commercial use; and (d) ignore any other Member’s privacy settings or contact (or non-contact) requests or otherwise engage in any conduct which may be deemed by Company or other Members as harassing. You acknowledge and agree that Company is not guaranteeing any opportunity to meet or connect with any other Member or resource and that any connection with another Member shall be solely determined by the other Member in their sole and absolute discretion. You acknowledge and agree that there may be additional terms, conditions, fees or charges in connection with certain events or networking opportunities.

Media and Personal Brand Building: The opportunity to potentially participate in media and branding opportunities including but not limited to writing articles, editorial content, contributions to thought pieces, giving expert interviews, and presenting webinars and similar opportunities (collectively “Media and Personal Brand Building”). You acknowledge and agree that the Media and Personal Brand Building is only an opportunity to potentially participate or submit materials in connection with media opportunities and that Your membership shall not guarantee Your acceptance or participation in any minimum number or any opportunities or any favorable or beneficial results from acceptance or participation. Your acceptance or participation in any opportunity does not constitute Your acceptance or right to participate in any future opportunity. The determination of whether or not You shall be involved with or Your submission shall be published and/or utilized in connection may be determined in the sole discretion of the third party who controls such opportunity, and/or Company, as the case may be, in their sole discretion and You may be required to agree to additional guidelines, editorial revisions, conditions and/or agreements prior to the publication or participation in any Media and Personal Brand Building opportunity and disclose any potential conflicts of interest with respect to such publication or Media and Personal Brand Building opportunity. You further acknowledge and agree that certain Media and Personal Brand Building opportunities may be open or available for only a limited number or certain Members who meet specific criteria and may not be available to all Members. Any applicable deadlines, terms, requirements or instructions in connection with publishing any Member Content (as defined below) or the availability of any Media and Personal Brand Building opportunity shall additionally be determined in the sole discretion of the third party who controls such opportunity, or Company, as applicable. Company makes no guarantee as to the timing, viewership, publicity of, or results derived from any marketing or promotional material, including but not limited to Member Content and Media and Personal Brand Building opportunities.

You acknowledge and agree that all content submitted in connection with a Media and Personal Brand Building opportunity is Member Content and subject to all conditions set forth in Section 11, including but not limited to Your grant to Company and its licensees of a perpetual worldwide, non-exclusive, royalty-free, sub licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, modify, and perform such content, in connection with the Sites or on any third party websites or in any other medium or manner as Company determines in its sole discretion without restrictions of any kind and without attribution, payment or other consideration of any kind, or permission or notification, to You or any third party.

YOU ACKNOWLEDGE AND AGREE THAT COMPANY MAY, IN ITS SOLE DISCRETION, CAUSE ANY CONTENT SUBMITTED IN CONNECTION WITH A MEDIA AND PERSONAL BRAND BUILDING OPPORTUNITY TO BE PUBLISHED AS “NATIVE ADVERTISEMENTS” UPON THIRD PARTY WEBSITES AND/OR THE SITES, AND ACCORDINGLY SUCH CONTENT SHALL NOT CONTAIN ANY ENDORSEMENT, ADVERTISEMENT, PROMOTION, RECOMMENDATION OR TESTIMONIAL IN CONNECTION WITH ANY BRAND, PRODUCT OR SERVICE UNLESS IT CONTAINS ALL DISCLOSURES REQUIRED BY RELEVANT GOVERNMENT REGULATORY AUTHORITIES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO SECTION 5 OF THE FEDERAL TRADE COMMISSION ACT, PART 255 OF THE FEDERAL TRADE COMMISSION GUIDES AND TRADE PRACTICE RULES, AND STATE UNFAIR AND DECEPTIVE ACTS AND PRACTICES LAWS. SUCH REQUIRED DISCLOSURES INCLUDE, BUT ARE NOT LIMITED TO DISCLOSURE IF YOU OR ANY OF YOUR RELATIVES, AFFILIATES, OR COMPANIES IN WHICH YOU HOLD GREATER THAN A 25% INTEREST HAVE RECEIVED OR WILL RECEIVE COMPENSATION, FREE OR DISCOUNTED PRODUCTS OR SERVICES, OR ANY OTHER CONSIDERATION FOR THE PUBLICATION OF SUCH CONTENT, AND IF YOU HAVE ANY OTHER MATERIAL RELATIONSHIP IN CONNECTION WITH ANY BRANDS, PRODUCTS OR SERVICES ENDORSED WITHIN SUCH CONTENT. IN ADDITION, YOU MUST EXPRESSLY NOTIFY COMPANY IN WRITING OR BY EMAIL REFERENCING THIS SECTION AT THE TIME OF SUBMISSION OF ANY MATERIAL CONNECTION YOU HAVE WITH ANY BRANDS, PRODUCTS OR SERVICES ENDORSED WITHIN ANY SUBMITTED CONTENT.

Community Knowledge Platform: In connection with membership, Company may make available a platform, information site or other resources for the publication of information, videos and materials which the Company believes may be of interest to the Community Members. The information, videos and materials are made available solely for general information and opinion purposes. Company does not warrant the accuracy, completeness or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. Company disclaims all liability and responsibility arising from any reliance or actions based on such information and materials by You or any other visitor to the Site, or by anyone who may be informed of such content. The Site may include content provided by third parties, including materials provided by other Members, users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Company or its licensors. Neither Company nor its licensors are responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.

Concierge Support: Company may provide concierge level resource support by phone, email, social media or other digital means at such times and manner as set forth in the Community Terms for the purpose of utilizing the Member Benefits. If concierge level resource support is provided, it shall be provided only from 9 AM to 5 PM, Eastern Standard Time, Monday- Friday, except for Federal Holidays. In addition to any other provision herein, and for the avoidance of doubt, You hereby consent to allow Company, for training, quality assurance or other purposes, in Company’s sole discretion, to record the entirety of any calls or communications in which You utilize concierge support, regardless of whether Company asks You for consent to record a particular call or communication.

Member Benefits: Depending on the nature of the Member Benefits included in the Community Terms applicable to Your Community, special or additional terms of use, conditions or obligations may apply to particular Member Benefits or other promotions or activities offered in connection with membership or on the Sites which You must agree in order to purchase or take advantage of such Member Benefits (the “Product Terms”). The Product Terms may include, but are not limited to, additional costs to You beyond the Annual Membership Fee, and those additional costs may be non-refundable. The Product Terms will be provided at the time of purchase or access of a particular Member Benefit, and to the extent such Product Terms are imposed by Company as opposed to a third party, will additionally be available upon request by emailing the Community Contact from the email address associated with Your account and listing Your username and the name of the particular Member Benefit in the subject line. Please read the Product Terms before purchasing. Your purchase and continued use of any particular Member Benefit shall be conditioned upon and an acknowledgement of Your acceptance of the then current Product Terms for such Member Benefit. We therefore encourage You to routinely review the Product Terms, which are subject to change from time to time without notice. Except where otherwise noted in the Product Terms, the Member Benefits shall be in addition to, and not exclusive of, this Agreement, the Policies, and Community Terms.

Trial Benefits. From time to time, Company may offer new Member Benefits or new features in a pre-release version or limited preview basis (“Trial Releases”). If You elect to utilize or participate in the Trial Releases, then Your use is subject to the following terms and conditions: (i) You acknowledge and agree that the Trial Releases are provided “as-is” and may not work without error; (ii) such Trial Releases when commercially released may change substantially and at any time; (iii) We may limit the number of participants in the Trial Releases and/or the customer service or support time dedicated to support the Trial Releases; (iv) You may be required to provide feedback regarding Your use and experience with the Trial Releases to be incorporated into such Member Benefits when released; and (v) You acknowledge and agree that all information regarding Your use of the Trial Releases, including Your experience with and opinions in relation thereto shall be treated by You as confidential, and may not be used for any purpose other than providing feedback to Company. To the fullest extent permitted by law, Company disclaims any and all warranties, statutory, express or implied, with respect to the Trial Releases including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non- infringement.

MEMBERSHIP ELIGIBILITY/AUTHORITY

The Member Benefits and use of the Sites are available only to Members who possess the legal right, capacity and ability to enter into this Agreement. By accessing or using the Site or Member Benefits, You represent and warrant that You are (i) a Member of the Community or an authorized representative of an entity which is a Member; (ii) at least eighteen (18) years of age (or older if otherwise provided herein); (iii) otherwise recognized as being able to form legally binding contracts under applicable law; (iv) are not a person barred from purchasing or receiving any of the Member Benefits under the laws of the United States; and (v) located in the United States.

Membership and the right to receive the Member Benefits is personal to the Member registering and cannot be transferred or assigned by the Member to any third party without the express written or email approval of the Company, which Company may withhold in its sole discretion. For the avoidance of doubt, if a membership is in an individual’s name, the membership is personal to such individual regardless of whether or not an employer or prior employer pays or paid the Annual Membership Fee or other fees related to such membership. Further, it is expressly understood and agreed that in the event an employer paid the Annual Membership Fee or any other fees for an employee’s membership in the Community and such employee’s employment with Company is terminated for any reason, neither the membership nor the ability to receive the Member Benefits shall be transferred to the employer or its representative, nor shall the employer be entitled to any refund for any Annual Membership Fees or other fees paid.

Application for Membership. The Community is comprised of persons or entities chosen from a selective application process and approved for membership by Company in its sole discretion. In order to qualify as a Member of the Community, You must (i) meet the age and other membership criteria of the Community; (ii) submit an application for membership (the “Application”); (iii) if requested, agree to submit to any background checks and answer due diligence questions truthfully and honestly; and (iv) have such other qualifications for membership in the Community as set forth in the Community Terms or as required by Company in its sole discretion. In submitting Your Application and by Your continued use of the Member Benefits, You represent and warrant that You fit the eligibility requirements for membership and that all information included in Your Application or in connection with the registration process including but not limited to personal and/or professional information is accurate, current and complete. Membership in the Community is a selective process and the Company shall in its sole discretion accept or reject an application for membership. To apply for membership, each prospective Member shall submit an Application to Company. Upon receipt of Your Application, Company will verify receipt by telephone or in by email, and promptly conduct due diligence and make a determination as to Your membership in the Community. The Company shall provide You with approval or rejection by email to the address set forth in Your Application as soon as is practical (“Application Announcement”). In the event You are approved for membership, You shall be required to complete the registration process by creating a user name and password, providing Your Account Information (as defined herein), and submitting credit card information for the payment of Your Annual Membership Fees to access the Community and begin utilizing Member Benefits. Failure to submit credit card information within fifteen (15) days of receipt of an Application Announcement shall result in the revocation of Your acceptance. For the avoidance of doubt, the Company is under no obligation to approve any Application or otherwise to explain or disclose the reasoning behind any membership decisions to any applicant or other third party. If the Community does not require an Application, You still will be required to complete Your registration as set forth in this Section.

MEMBER TERM, TERMINATION AND ANNUAL MEMBERSHIP FEE

Membership Term: A membership shall be effective upon the acceptance by the Company of Your Application as set forth above and shall continue for an initial term of one (1) year (“Initial Membership Term”). Upon the expiration of the Initial Membership Term, the membership shall automatically renew for consecutive one (1) year terms(s) (each a “Renewal Term”) unless either You or Company terminate the Renewal Term by written notice no later than fifteen (15) days after the commencement of that Renewal Term. Provided that You have timely terminated the Renewal Term, Annual Membership Fees paid in advance for the Renewal Term shall be refunded by Company. Notwithstanding the foregoing, within the first thirty (30) days of the Initial Membership Term, You may cancel Your membership and receive a refund of Your Annual Membership Fee by sending written or email notice to the Community Contact, or by selecting to cancel Your account through Your dashboard on the Sites, if You have not yet utilized any of the following Member Benefits (to the extent they are available to Your Community): (i) Concierge Support for more than general questions on how to use the Sites or a listing of Member Benefits, (ii) the redemption or attempted redemption of any Marketplace Offerings or contact with a Marketplace Provider about purchasing any Marketplace Offering, (iii) the submission or publication of any marketing or promotional materials or (iv) the use of Your membership to contact any other Member.

Termination: Notwithstanding the foregoing, Company may terminate Your membership in the Community and this Agreement immediately on notice in the event You (i) violate the Community Terms or any of the Policies, including but not limited to the Member Code of Conduct (as defined herein) as determined in Company’s sole discretion; (ii) reproduce confidential Member communications without the express written permission of the other Member; (iii) are the subject of good faith (as determined in the sole discretion of Company) complaints from three (3) different Members; (iv) misrepresent or include false information in Your Application or during the Application or registration process; (v) violate any rules of professional conduct to which You are subject; (vi) become the subject of a federal criminal investigation or civil investigation for actions a felony or any acts of moral turpitude or dishonesty; (vii) are charged with or convicted of any felony or any misdemeanor involving moral turpitude or dishonesty; (viii) engage in conduct which, if publicly revealed, would harm the esteem of the Community, whether or not such conduct constitutes crimes; (ix) enroll as a Member in any Community for a purpose other than to utilize the Member Benefits (in Company’s sole discretion); (x) solicit other Members for the sale of products, services, or investments, whether within the Sites or elsewhere; or (xi) do anything which, in the Company’s sole reasonable discretion, is harmful to the Company’s reputation or goodwill. In the event Your membership is terminated prior to the expiration of the Initial Term or any Renewal Term pursuant to this Section, it is expressly acknowledged and agreed that You shall not be entitled to a refund of any portion of Your Annual Membership Fee though the Company reserves the right to refund all or a portion of Your Annual Membership Fee with or without the requirement of the execution of a release.

Annual Membership Fee: You agree to pay the Annual Membership Fee for each year in which You are a Member as set forth in Section 4 above (the “Annual Membership Fee”). Additionally, You agree to pay any and all prices and fees in connection with any additional Product Terms in connection with any Member Benefits and Marketplace Offerings purchased or obtained by You, if applicable. In the event Your membership is terminated other than (i) at the conclusion of an Initial Membership Term or any Renewal Term as provided for in this Agreement, (ii) within the first fifteen (15) days of a Renewal Term as set forth in Section 4(A) or (iii) within the first thirty (30) days of the Initial Term as set forth in Section 4(A), You shall not be entitled and shall not receive a refund of any portion of Your Annual Membership Fee. You further acknowledge and agree that the Annual Membership Fee associated with Your membership does not guarantee any benefits or results in connection with Your membership and You shall not be entitled to a refund of Your Annual Membership Fee on the belief that Your membership was unsatisfactory or did not live up to Your expectations. All fees for Member Benefits are non-refundable unless otherwise expressly noted in any Product Terms, even if Your access or use of the Sites or Member Benefits are suspended, terminated, or transferred prior to the end of the annual period. Company expressly reserves the right to change or modify its Annual Membership Fee for the next yearly term and any Product Terms upon thirty (30) days’ electronic notice to You, which such changes or modifications shall be posted online at the Sites or as otherwise permitted in the Community Terms and effective without need for further notice to You. If You have purchased or obtained membership for a period of months or years, changes or modifications in prices and fees shall be effective when the membership in question come up for renewal as further described below, provided that if Your purchase of membership is not for a set term, the modification shall be effective no less than thirty (30) days after posting of the modification.

Unless as otherwise expressly set forth in the Community Terms, the Annual Membership Fee shall be due in full upon the commencement of the Initial Membership Term and upon the commencement of each Renewal Term. FOR THE AVOIDANCE OF DOUBT, EVEN IF THE COMMUNITY TERMS PERMIT PAYMENT OF THE ANNUAL MEMBERSHIP FEE ON A MONTHLY, QUARTERLY OR SEMI-ANNUAL BASIS, SUCH OPTION SHALL MERELY BE A PAYMENT PLAN OPTION AND SHALL NOT AFFECT THE MEMBERSHIP TERM, WHICH SHALL STILL BE ON AN ANNUAL BASIS AND THE ANNUAL MEMBERSHIP FEE FOR THE ENTIRE YEAR SHALL STILL BE DUE. Except as otherwise expressly set forth in any Community Terms or Product Terms, You shall provide a valid credit card to be stored on file in order to pay the Annual Membership Fee and for any fee in connection with the Member Benefits which You choose to purchase or exercise (“Payment Method”). You hereby authorize Company to charge Your Payment Method for the Annual Membership Fee and any fees or charges related to the Member Benefits when due without additional notice. You hereby represent and warrant that in the event that Your Payment Method belongs to or is provided by an employer or other third party, that You are authorized to provide such Payment Method, that if such Payment Method is revoked You are still liable for payments due hereunder and that You shall indemnify Company against any claim by a third party that Company was not authorized to utilize the Payment Method provided by You or on Your behalf. You acknowledge and agree that where refunds are issued to Your Payment Method, Company’s issuance of a refund receipt is only confirmation that Company has submitted Your refund to the Payment Method charged at the time of the original sale, and that Company has absolutely no control over when the refund will be applied toward Your Payment Method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with Your Payment Method establish and regulate the time frames for posting Your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.

IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF ANY MEMBER BENEFIT, COMPANY OFFERS AN AUTOMATIC RENEWAL OF YOUR MEMBERSHIP WHICH MAY BE TERMINATED BY YOU UP TO FIFTEEN (15) DAYS AFTER SUCH AUTOMATIC RENEWAL. IN THE EVENT OF A TIMELY TERMINATION BY YOU WITHIN THE ALLOTTED FIFTEEN (15) DAY PERIOD, YOU SHALL BE ENTITLED TO A REFUND OF YOUR ANNUAL MEMBERSHIP FEE FOR SUCH RENEWAL TERM. IN ADDITION TO YOUR MEMBERSHIP, COMPANY MAY OFFER AN AUTOMATIC RENEWAL OPTION FOR CERTAIN MEMBER BENEFITS IN THE EVENT THAT AN AUTOMATIC RENEWAL OPTION IS AVAILABLE AND YOU DO NOT OPT OUT OF SUCH AN OPTION AS SET FORTH IN SECTION 4(A), YOU HEREBY ACKNOWLEDGE AND AGREE THAT COMPANY WILL KEEP YOUR PAYMENT METHOD INFORMATION ON FILE AND YOU HEREBY AUTHORIZE COMPANY TO CHARGE YOUR PAYMENT METHOD WHEN YOUR MEMBERSHIP TERM OR AN ADDITIONAL CHARGE IN CONNECTION WITH A PRODUCT TERM IS UP FOR RENEWAL THEREBY AUTOMATICALLY RENEWING THE SAME FOR THE SAME PERIOD OF TIME AS THE PRIOR TERM.

If for any reason Company is unable to charge Your Payment Method for the full amount owed or if Company receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Company may (i) pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation of Your membership or any Member Benefit in connection thereto, without notice to You; (ii) suspend Your account; and (iii) in the event that Company pursues any action for the collection of monies due to Company from You hereunder, Company shall be entitled to reimbursement of its costs and expenses in connection with such actions include any attorneys or arbitrator fees.

In the event of suspected fraudulent activity or erroneous charges on or in connection with Your account or Payment Method, You agree to contact the Community Contact as soon as possible with the subject line “Suspected Fraudulent Activity” or “Erroneous Charges” or call the telephone number associated with the Community Contact.

Free/ Discounted Trial: The Initial Membership Term may be provided gratis or at a discounted rate, allowing You or other Members to receive Your Member Benefits free or at a discount for a limited period of time (“Trial Pricing”). If You receive Trial Pricing at the time of sign-up, Your Payment Method will be verified but not charged. The provision of Trial Pricing may be offered to some or all Members as determined by Company in its sole discretion, and because one Member is offered Trial Pricing does not entitle You to such Trial Pricing. Company reserves the right, in its absolute discretion, to determine any Trial Pricing and the granting thereof in its sole discretion. If Trial Pricing is offered and accepted by You, the Company will begin billing Your Payment Method as set forth above at the commencement of the Renewal Term unless You cancel Your membership prior to the end of the Initial Membership Term. At the conclusion of a Trial Pricing period, Your Annual Membership Fees will automatically revert to the then-market rate for Annual Membership Fees applicable to Your Community, as determined in Company’s sole discretion.

To view the specific details of Your membership, including Annual Membership Fees and the end date of Your Trial Pricing, visit “My Account” in Your dashboard on the Site.

You will not receive a notice from Company that Your Trial Pricing period has ended or that that You will be charged upon the commencement of the Renewal Term. Company reserves the right, in its absolute discretion, to withdraw or modify any Trial Pricing or promotions at any time upon notice and with no liability.

TRANSFER OF MEMBERSHIP

Any membership, use of the Sites, or Member Benefits You acquire pursuant to this Agreement are Your sole property and for Your benefit alone. No other individual or corporate entity acquires any interest in Your membership, use of the Sites, or any Member Benefits whether or not You entered into this Agreement or obtained membership with or without its authority or on its behalf.

Subject to Your providing Company with prior written approval, Company may, in its sole and absolute discretion, transfer Your membership, use of the Sites, or any Member Benefits to another individual or corporate entity, but is in no event obligated or required to do so.

ACCOUNT INFORMATION

In order to access the Member Benefits and some features of the Sites, You will be required to create a profile or account, which shall include but not be limited to Your username, password, contact information (including mailing and/or email address), as well as Payment Method (“Account Information”). You represent and warrant to Company that all information You submit when You create Your profile or account is current, accurate, complete, and that You will keep Your Account Information current, accurate and complete. You expressly acknowledge and hereby agree that in the creation of Your profile or account, You are not impersonating any third party or otherwise using any third party’s information without their express written approval. If Company has reason to believe that Your Account information is untrue, inaccurate, out-of-date or incomplete, Company reserves the right, in its sole and absolute discretion, to suspend or terminate Your membership, and/or suspend Your use of the Sites, Your membership and any Member Benefits.

You are solely responsible for the activity that occurs in connection with Your account, whether authorized by You or not, and You must keep Your Account Information secure, including without limitation Your user name and password. You must notify Company immediately of any breach of security or unauthorized use of Your Account by emailing the Community Contact and writing “Unauthorized Use of Account Information” in the subject line. Company will not be liable for any loss You incur due to any unauthorized or improper use of Your Account Information by You or third parties. You, however, may be liable for any loss Company or others incur caused by use of Your Account Information, whether caused by You, or by an authorized person, or by an unauthorized person.

You agree that Company may from time-to-time call, email or otherwise communicate with You about Your account, and that, for the purposes of any and all such call(s), You do not have any reasonable expectation of privacy during those calls; indeed You hereby consent to allow Company, in its sole discretion, to record the entirety of such calls or communications regardless of whether Company asks You on any particular call for consent to record such call or communication. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) or communication(s) may be submitted in evidence in any legal proceeding in which Company is a party.

Your submission of personal information through the Sites and use by Company thereof is governed by Company’s privacy policy, which can be reviewed on the Homepage (the “Privacy Policy”).

AVAILABILITY OF THE SITES AND MEMBER BENEFITS

Except as otherwise set forth in the Policies, We shall use commercially reasonable efforts to provide uninterrupted access to the Sites and Member Benefits each and every day. You acknowledge and agree that from time to time the Sites or Member Benefits may be inaccessible or inoperable for any reasons within or outside of Company’s control including, but not limited to, maintenance, repairs, updates, upgrades, equipment malfunctions or other reasons that are not reasonably foreseeable such as interruption or failure of telecommunication or digital transmission links, network congestion or other failures. You acknowledge and agree that We have no control over the availability of the Sites or Member Benefits on a continuous or uninterrupted basis, and that We assume no liability to You or any other party with regard thereto. You acknowledge and agree that the Sites and the Member Benefits may not be available 100% of the time. You acknowledge and agree, that except as expressly set forth in writing in the Product Terms for a particular Member Benefit, You shall not be entitled to any refund, credits or set-offs of or against Your Annual Membership Fee or other fees incurred in connection herewith for any interruption of the Sites or Member Benefits or lack of availability of any Member Benefits whether due to unavailability, suspension or termination of Your membership or otherwise.

PRICING AND AVAILABILITY

With respect to its advertising, offering or sale of any of the Member Benefits including but not limited to the Marketplace Offerings, Company attempts to describe such Member Benefits as accurately as possible. Nevertheless, Company does not warrant that at any time, the descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of the Member Benefits, or marketing materials, promotional flyers, advertisements, or other printed or electronic materials related thereto (collectively, “Benefits Materials”) is accurate, complete, reliable, current, or error-free. Despite our commercially reasonable efforts, it is possible that Benefits Materials may be mispriced, described inaccurately, unavailable depending on the jurisdiction or if offered by or through any third parties or a Marketplace Provider unavailable or subject to additional terms at such time. In the event Company determines that any Member Benefit is mispriced, described inaccurately, or unavailable, Company reserves the right to take any action it deems reasonable and necessary to rectify the error, without providing notice to You, including without limitation, canceling Your purchase or other use of the Member Benefit and refunding a pro-rata portion of the amounts paid for such Member Benefit. You agree to notify Company immediately if You become aware of any pricing or descriptive errors or inconsistencies with any Member Benefits You order and comply with any corrective action taken by Company. Notwithstanding anything else contained herein, in no event shall Company be required or You be entitled to a refund of any portion of the Annual Membership Fee regardless of whether or not any Member Benefits were mispriced, described inaccurately or unavailable for any reason.

MARKETING MATERIALS AND PROMOTIONAL SERVICES

From time to time, Company may send marketing materials and/or offer additional Member Benefits to You at no cost or at an additional fee (“Promotional Services”). You hereby agree that Company may send You such marketing and promotional materials via electronic transmission, e- mail, mail, or otherwise, provided, that You may unsubscribe to such materials at any time by notifying Company pursuant to the Privacy Policy or by emailing the Community Contact with the subject line “Unsubscribe to Marketing Materials”. You understand and agree that Company may modify the scope of the Promotional Services it offers at any time without additional notice to You. You further understand and agree that Company may offer Promotional Services only to new Members or select Members based on specific criteria determined by Company in its sole discretion and that You may not be eligible for some or all of the Promotional Service offerings. If You are offered promotional or special pricing by Company on any of the Member Benefits, You agree to keep the pricing information strictly confidential and shall not disclose such information to any third party without the express written consent of Company. You understand and agree that the fees associated with Promotional Services may be non-refundable as defined in the terms of any agreement accompanying any Promotional Services.

MEMBER CODE OF CONDUCT

You acknowledge and agree that Your membership in the Community as well as Your use of the Member Benefits and the Sites are subject to and must comply with the Polices, including this Agreement, and specifically the following (the “Member Code of Conduct”). Your use of the Sites and Member Benefits: (i) will comply with all terms of this Agreement and the Policies; (ii) will comply with all applicable local, state, and federal laws, rules and regulations; (iii) will not be utilized for any illegal purposes or promotion or encouragement of any illegal activity including but not limited to any acts of terrorism, violence against people or property; (iv) will not be used for any libelous, defamatory, unlawful, illegal, pornographic, indecent, offensive, obscene, bigoted, hateful or discriminatory purposes; (v) will not infringe the intellectual property or other right of any person or entity or otherwise violate any privacy or publicity rights or impersonate any other person; (vi) will not be in a manner which infringes any duty of confidentiality that You owe to another person or entity; (vii) will not be used for anti-social, disruptive, or illegal purposes including but not limited to “spamming”, “trolling”, “flooding”, “bullying” or otherwise to harvest (or permit anyone else to harvest) any content contained on the Sites or any non-public or personally identifiable information about another user or entity; (viii) will not include any direct or indirect, general or open, solicitations of other Members for the purposes of selling products or services or seeking employment, investment or other business opportunities; (ix) will not interfere with the operation of the Sites or the Member Benefits or otherwise introduce any viruses, worms, bugs, “Trojan Horses” or other codes or programs designed to, or capable of disrupting, damaging or limiting the functionality of any software or hardware; (x) will not be used for the purposes of producing false, deceptive or unsubstantiated or comparative claims about the Community, Member Benefits, or the Marketplace Providers; (xi) will not be used with the intention to or be reasonably expected to harass, demean or negatively affect the personal or professional reputation of the Community or any other Member.

Additionally, as part of the Member Code of Conduct, You acknowledge and agree that You: (xi) will refrain from sharing Your passwords for use of the Sites; (xii) will at all times reflect positively on the Community and You will not take any action which will in Company’s sole opinion reflect negatively on the Company and the Community; (xiii) will not, nor induce any third party to, attempt to disable or circumvent any security mechanisms used by Company or otherwise attempt to gain unauthorized access to any portion of the Sites or to any Member Benefit for which You have not subscribed, or to any other systems or networks connected to the Sites, or to any server of Company or its third party service providers, by hacking, password “mining,” or any other illegal means; (xiv) will not, nor induce any third party to, use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Sites or any Member Benefits; (xv) will not, nor induce any third party to, use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Sites or with any other person’s use of the Sites; (xvi) will not, nor induce any third party to, track or seek to trace any information on any other person who visits the Sites; (xvii) will not, nor induce any third party to, use the Sites in any connection with any illegal purpose under state or federal law; (xviii) will not, nor induce any third party to, copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise apply to the Sites, Member Content, Company Content, or Member Benefits; (xix) will not publish or reproduce any screenshots which include any personally identifying information of any Company representative or employee; (xx) will not publish, reproduce or describe the contents of any communications from the Company; (xxi) will not use the Sites for the purposes of developing or operating a product or service which is competitive with Company or otherwise with the intent to solicit Members or otherwise encourage Members to discontinue their use of the membership.

You represent and warrant that (i) You are liable for any and all uses of the Sites or Member Benefits utilizing Your Account Information; (ii) You will not copy or distribute in any medium any part of the Sites, including but not limited to the Company Content (as defined below) except where expressly authorized by Company; (iii) You will not re-sell or provide any part or portion of the Member Benefits to third parties for a fee or otherwise to compete with Company; and (iv) You agree not to circumvent, disable or otherwise interfere with the security-related features of the Sites, including without limitation those features that prevent or restrict use or copying of any content or enforce limitations on the use of the Sites.

Company does not guarantee that other Members are or will be complying with the Member Code of Conduct or any other portion of the Policies, and Your use of the Sites and Member Benefits are at Your own risk. Should You have a good faith belief that any Member is engaged in any activity which violates the Member Code of Conduct, We encourage You to contact the Community Contact and in the subject line, please type “MEMBER CODE OF CONDUCT”.

In addition to any and all other remedies at law, You acknowledge and agree that Company may suspend or terminate Your membership in the Company at any time in the event that Company believes in its sole discretion that You have violated the Member Code of Conduct, including during interactions with Company, with other Members, or with third parties. In the event that Your membership is suspended or terminated by Company based on Your breach of the Member Code of Conduct, the Policies or any misrepresentations in connection with Your Application, You acknowledge and agree that You shall not be entitled to a refund of Your Annual Membership Fee or any fees paid to Company or in connection with Member Benefits.

USE OF COMPANY CONTENT AND MEMBER CONTENT

Member Content. Some of the features of the Sites or Member Benefits may allow users to submit, post, publish, share, store, or manage certain text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works or other materials (“Member Content”). Any and all materials or content submitted through Your account or using Your Account Information shall for the avoidance of doubt be considered Member Content. By posting or publishing Member Content to the Sites, or otherwise making such Member Content publicly available in connection with the Member Benefits, You represent and warrant to Company that (i) submission of Member Content is entirely voluntary; (ii) You have all necessary rights to distribute Member Content via the Sites or otherwise as publicly published, either because You are the author of the Member Content and have the right to distribute the same, or because You have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the Member Content without any restriction; (iii) the Member Content does not violate the rights of any third party; and (iv) the posting or publishing of the Member Content shall not violate the Member Code of Conduct as provided herein. For the purposes of this Section, any public communications between You and another Member using the Sites shall be deemed to be Member Content and shall not be reproduced, republished or otherwise utilized by You in contravention to this Section or the Member Code of Conduct.

You acknowledge and agree that in order to publish Member Content to certain third-party websites or other media channels, You may be required to comply with additional guidelines or approvals and/or execute additional or acknowledge additional terms or agreements with such third party.

Further, You acknowledge that if You submit, post, or publish Member Content, it is at Your own risk, and that You shall be solely responsible for any liability related thereto and further that Company reserves the right, in its sole discretion, to:

Remove or refuse to post any Member Content for any or no reason.

Take any action with respect to any Member Content that We deem necessary or appropriate, including if We believe that such Member Content violates these terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of other Members, users of the Sites or the public or could create liability for Company.

Disclose Your identity or other information about You to any third party who claims that material posted by You violates their rights, including but not limited to their intellectual property rights or their right to privacy.

Take appropriate legal action, including without limitation, referral to law enforcement.

Terminate or suspend Your access to all or part of the Sites or Member Benefits for any or no reason, including without limitation, any violation of these terms or the Policies.

Without limiting the foregoing, Company has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Sites. YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITY.

Unsolicited Materials: In order to avoid the possibility of any future misunderstandings in connection with any products, services, projects or creative ideas which Company or its licensors may develop, which may be similar to a third party’s creative materials, it is Company’s long-standing policy to not allow, accept or consider creative ideas, proposals, suggestions or other materials which Company does not specifically request from You individually and explicitly in writing (“Unsolicited Materials”). Therefore, We request that You do not provide any Unsolicited Materials in the Member Content or in any other manner to Company in connection with Your membership or otherwise. You acknowledge and agree that any Member Content shall not be made in confidence or with obligation to review or provide any consideration or compensation. You acknowledge and agree that Company and its licensors are constantly developing products, programs or services and that the development and exploitation thereof shall not entitle You to any compensation of any sort, regardless of the similarity to any Unsolicited Materials. Notwithstanding the foregoing, You agree that any Unsolicited Materials that You submit to Company shall automatically become the property of Company, without any compensation, accreditation or notice to You, that Company may use or redistribute any submission of Unsolicited Materials either in the form which You submit them or in an altered form, that Company has no obligation to keep any submitted Unsolicited Materials, and that, to the extent that the Unsolicited Materials are subject to a confidentiality agreement with any third party, that by submitting Unsolicited Materials to Company, You may violate such confidentiality agreement, that Company is not bound thereby, and that You will indemnify, hold harmless, and defend Company from any third party legal action arising from Your disclosure of the Unsolicited Materials and/or Company’s subsequent unrestricted right to use the Unsolicited Materials.

License in Member Content: By posting or publishing Member Content to the Sites, or to any sites in connection with Media and Personal Brand Building, the Community Knowledge Platform, or any other Member Benefit that allows publication of content, You hereby grant Company and its licensees a perpetual worldwide, non-exclusive, royalty-free, sub licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, modify, and perform Your Member Content in connection with the Sites or otherwise as Company determines in its sole discretion in any medium or manner without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to You or any third party. The above licenses granted by You in Your Member Content are perpetual and irrevocable and shall continue whether or not You are still a Member of the Community. Notwithstanding anything to the contrary contained herein, Company shall not use any Member Content that has been explicitly marked or designed in writing as “private” or “password protected”. You acknowledge and agree that except as set forth in the preceding sentence, any other Member Content may be used, reproduced, displayed, modified, deleted, added to, adapted, and published by company for its own use.

Company Content. Except for Member Content, the content on the Sites and in connection with the Member Benefits, including without limitation text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works interactive features and the trademarks, service marks and logos contained therein (“Company Content”), are owned by or licensed to Company, and are subject to copyright, trademark, and/or patent protection in the United States, and other intellectual property rights under United States laws. Company Content is provided to You “as is”, “as available” and “with all faults” for Your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Company. You acknowledge and agree that the Company Content shall be provided for informational and aesthetic purposes only. We do not warrant the accuracy, completeness or usefulness of the Company Content. Any reliance You place on the Company Content is strictly at Your own risk. We disclaim all liability and responsibility arising from any reliance placed on the Company Content by You or any other visitor to the Sites, or by anyone who may be informed of any of the Sites’ contents. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Company reserves all rights not expressly granted in and to the Company Content, and Your membership in the Community and this Agreement do not transfer ownership of any of these rights.

Use of Member Content in Native Advertisements. YOU ACKNOWLEDGE AND AGREE THAT COMPANY MAY, IN ITS SOLE DISCRETION, CAUSE ANY MEMBER CONTENT TO BE PUBLISHED AS “NATIVE ADVERTISEMENTS” UPON THIRD PARTY WEBSITES AND/OR THE SITES, AND ACCORDINGLY MEMBER CONTENT SHALL NOT CONTAIN ANY ENDORSEMENT, ADVERTISEMENT, PROMOTION, RECOMMENDATION OR TESTIMONIAL IN CONNECTION WITH ANY BRAND, PRODUCT OR SERVICE UNLESS IT CONTAINS ALL DISCLOSURES REQUIRED BY RELEVANT GOVERNMENT REGULATORY AUTHORITIES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO SECTION 5 OF THE FEDERAL TRADE COMMISSION ACT, PART 255 OF THE FEDERAL TRADE COMMISSION GUIDES AND TRADE PRACTICE RULES, AND STATE UNFAIR AND DECEPTIVE ACTS AND PRACTICES LAWS. SUCH REQUIRED DISCLOSURES INCLUDE, BUT ARE NOT LIMITED TO A) WHETHER YOU OR ANY OF YOUR RELATIVES, AFFILIATES, OR COMPANIES IN WHICH YOU HOLD GREATER THAN A 25% INTEREST HAVE RECEIVED OR WILL RECEIVE COMPENSATION, FREE OR DISCOUNTED PRODUCTS OR SERVICES, OR ANY OTHER CONSIDERATION FOR THE PUBLICATION OF MEMBER CONTENT, AND B) IF YOU HAVE ANY OTHER MATERIAL RELATIONSHIP IN CONNECTION WITH ANY BRANDS, PRODUCTS OR SERVICES ENDORSED WITHIN SUCH CONTENT. IN ADDITION, YOU MUST NOTIFY COMPANY AT THE TIME OF SUBMISSION OF ANY MATERIAL CONNECTION YOU HAVE WITH ANY BRANDS, PRODUCTS OR SERVICES ENDORSED WITHIN ANY SUBMITTED MEMBER CONTENT.

MONITORING OF CONTENT

Company generally does not pre-screen Member Content. However, Company reserves the right (but undertakes no duty) to do so and decide whether any item of Member Content is appropriate and/or complies with this Agreement or the Policies. Company may with or without notice, in its sole discretion remove any item of Member Content and/or terminate a Member’s access to the Sites or a Member’s membership in the Community for posting or publishing any material in violation of this Agreement or the Policies. Company may also terminate or suspend a Member’s access to the Sites or its membership in the Community if Company has reason to believe the Member has repeatedly violated this Agreement. If Company terminates or suspends Your membership or access to the Sites or Member Benefits, Company may, in its sole and absolute discretion, remove and destroy any data and files stored by You on its servers and You shall in no event be permitted or entitled to a refund of any portion of Your Annual Membership Fee or other fee paid in connection with any Member Benefit unless otherwise expressly set forth in the Product Terms.

ADDITIONAL RESERVATION OF RIGHTS

Company expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to the Sites or control of any account or Member Benefits for any reason as determined by Company in its sole and absolute discretion, including but not limited to the following: (i) to correct mistakes made by Company in offering or delivering any Member Benefits, (ii) to assist with our fraud and abuse detection and prevention efforts, (iii) to comply with court orders against You or other Members and applicable local, state, and federal laws, rules and regulations, (iv) to comply with requests of law enforcement, including subpoena requests, (v) to comply with any dispute resolution process, (vi) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (vii) to avoid any civil or criminal liability on the part of Company, its officers, directors, employees, licensors or partners, including, but not limited to, instances where You have sued or threatened to sue Company or its licensors; or (viii) if Company has reason to believe that any account is being used or intended to be used for a reason which would violate the Member Code of Conduct. Company expressly reserves the right to terminate, without advance notice to You, any and all Member Benefits or Your membership in the Community where, in Company’s sole discretion, You are harassing or threatening Company, and/or any of its employees, contractors, licensors or other Members or otherwise violating any terms of this Agreement without refund of any portion of Your Annual Membership Fee.

INTELLECTUAL PROPERTY RIGHTS

The Sites and Member Benefits and their entire contents, features and functionality including but not limited to all information, software, text, displays, images, video and audio, and the design selection and arrangement thereof, are owned by Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Your membership permits You to use the Sites and Member Benefits for Your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Sites, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to Your accessing and viewing those materials.

You may store files that are automatically cached by Your Web browser for display enhancement purposes.

You may print or download one copy of a reasonable number of pages of the Sites for Your own personal, non-commercial use and not for further reproduction, publication or distribution.

If We provide desktop, mobile or other applications for download, You may download a single copy to Your computer or mobile device solely for Your own personal, non-commercial use, provided You agree to be bound by any end user license agreement for such applications as applicable.

If We provide social media features with certain content, You may take such actions as are enabled by such features.

Provided that it is permitted by the Policies, You may use certain authorized badges or digital promotional materials provided by Company to acknowledge Your membership in the Community, provided, however, that You may not alter the appearance, meaning or context of any such authorized badges or digital promotional materials, nor represent that Your affiliation with the Company is anything other than a membership in the Community at the time You are a Member only, nor sell or attempt to sell or trade the authorized badges or digital promotional materials for pecuniary gain.

You must not:

Modify copies of any materials from the Sites.

Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text as originally published on the Sites.

Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.

The Company and Community name, trademarks, logo and all related names, logos, product and service names, designs and slogans are trademarks of Company and/or its licensors. You must not use, in any way, including but not limited to reproducing, printing, modifying, downloading, “sharing,” copying, transmitting, or otherwise giving access to such marks without the prior written permission of Company, which may be withheld in the Company’s sole discretion, except as expressly provided herein. All other names, logos, product and service names, designs and slogans on the Sites are the trademarks of their respective owners, and nothing herein shall provide You with the right to utilize the same.

If You print, copy, modify, download or otherwise use or provide any other person with access to any part of the Sites or Member Benefits in breach of the Policies, Your right to use the Sites and Member Benefits will cease immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title or interest in or to the Sites or Member Benefits or any content on the Sites is transferred to You, and all rights not expressly granted are reserved by Company. Any use of the Sites or Member Benefits which are not expressly permitted by these terms is a breach of these terms and may violate copyright, trademark and other laws.

TRADEMARK AND/OR COPYRIGHT CLAIMS

Company supports the protection of intellectual property, including but not limited to the notice-and-takedown procedures set out in the United States Digital Millennium Copyright Act (“DMCA”), which applies to content reported and removed for violating U.S. copyrights. In the event You have a good faith belief that Your work has been copied or that any Member Content, Company Content or the Member Benefits infringe Your intellectual property rights, including trademarks and copyrights, please provide the following information in writing to the Community Contact, with the subject line “Intellectual Property Claims”:

Identification and description of the infringing material or activity along with information sufficient to identify the location on the Sites of such material or activity;

Identification and description of the trademark or copyrighted work that You claim has been infringed;

Your name, address, telephone number and email address;

A statement by You that You have a good faith belief that the such use in the manner complained of is not authorized by the trademark/copyright owner, its agent or the law;

A statement made by You, under the penalty of perjury that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of the exclusive right which is being infringed;

An electronic or physical signature of the person authorized to act on behalf of the owner of the trademark/copyright.

Company’s designated agent for notice of claims of trademark or copyright infringement for the Sites is the Community Contact, and in the subject section, please type “ATTN: COPYRIGHT/TRADEMARK AGENT”. If You wish to reach our designated agent through other methods, You can contact:

The Community Company, Inc.

Attn: The Community Company Designated Agent

745 Atlantic Avenue

Boston, MA 02111

If You fail to comply with all of the requirements set forth above, Your notice may not be effective.

Please be aware that if You knowingly materially misrepresent that any content on the Sites is infringing Your copyright, You may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

If Your Member Content is removed from the Sites, Company may give You notice that it has removed or disabled access to such Member Content by means of a general notice on the Sites, electronic mail to a user’s e-mail address in our records, or by written communication sent by first-class mail to Your physical address in our records. If You receive such a notice, You may provide counter-notification in writing to Company’s Community Contact within the time period prescribed therein that includes the following:

An identification of the Member Content or material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

A statement from You under the penalty of perjury, that You are the trademark or copyright owner, licensee or otherwise have a good faith belief that the Member Content or material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;

Your name, address, telephone number and email address;

A statement that You consent to the jurisdiction of the Federal District Court located in the Southern District of New York, and that You will accept service of process at the address above from the person who provided notification of allegedly infringing material or an agent of such person in connection with such claims.

Your electronic or physical signature.

You should only submit a counter-notification if the cited Member Content was removed because of a mistake or misidentification. When we receive an effective DMCA counter-notification, we may forward it, along with Your contact information contained in the counter-notification, to the party that reported the infringing Member Content, and which they may use to contact You.

It is our policy in appropriate circumstances to disable and/or to terminate the memberships of Members who repeatedly infringe the intellectual property rights of others.

RELIANCE ON INFORMATION POSTED

The information presented on or through the Sites and Member Benefits is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance You place on such information is strictly at Your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Sites, or by anyone who may be informed of any of the Sites’ contents.

The Sites include content provided by third parties, including materials provided by other Members, users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Company. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.

LINKS TO THIRD-PARTY WEBSITES

The Sites and the Member Benefits may contain links to third-party websites that are not owned or controlled by Company. Company assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Company does not censor or edit the content of any third-party websites, including but not limited to the websites of the Marketplace Providers. By using the Sites or Member Benefits, You expressly release Company from any and all liability arising from Your use of any third-party website. Accordingly, Company encourages You to be aware when You leave the Sites and to review the terms and conditions, privacy policies, and other governing documents of each other website that You may visit.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR MEMBERSHIP IN THE COMMUNITY, USE OF THE SITES AND THE MEMBER BENEFITS SHALL BE AT YOUR OWN RISK AND THAT THE SITES AND THE MEMBER BENEFITS FOUND AT THE SITES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTIES INCLUDING COMPANY PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, COMPANY LICENSORS, PARTNERS AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITES; OR (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY THIRD-PARTY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, AND/OR (III) THE SERVICES FOUND AT THE SITES OR ANY THIRD-PARTY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, COMPANY PARTNERS OR AGENTS EXCEPT AS ARE SPECIFICALLY SET FORTH IN THE POLICIES SHALL IN ANY WAY LIMIT THE DISCLAIMERS SET FORTH HEREIN.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR MEMBERSHIP OR YOUR USE OF THE SITES OR THE MEMBER BENEFITS FOUND AT THE SITES.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ANY COMPANY PARTNER, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITES, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY THIRD-PARTY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (III) THE MEMBER BENEFITS FOUND AT THE SITES OR ANY THIRD-PARTY WEBSITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF THE SITES OR MEMBER BENEFITS, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THE SITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITES, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, (X) TERMINATION OF YOUR MEMBERSHIP BASED ON A VIOLATION OF THIS AGREEMENT OR THE POLICIES AS DETERMINED BY COMPANY IN ITS SOLE AND ABSOLUTE DISCRETION, AND/OR (XI) ANY LOSS OR DAMAGE OF ANY KIND INCURRED BY YOU AS A RESULT OF YOUR USE OF THE SITES OR THE MEMBER BENEFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL ANNUAL MEMBERSHIP FEES PAID TO COMPANY BY YOU.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SITES, THE SERVICES FOUND AT THE SITES OR ANY OF THE MEMBER BENEFITS.

IF, NOTWITHSTANDING THE FOREGOING, COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS IS FOUND TO BE LIABLE FOR ANY ECONOMIC DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITES, MEMBER BENEFITS OR OTHER SERVICES, THE CUMULATIVE TOTAL LIABILITY OF ANY AND ALL SUCH PARTIES FOUND LIABLE SHALL NOT EXCEED THE AMOUNT YOU PAID TO COMPANY FOR ANNUAL MEMBERSHIP FEES. THIS LIMITATION EXPRESSLY APPLIES TO ECONOMIC DAMAGES ARISING FROM THE USE OF THE SITES, MEMBER SERVICES, AND YOUR MEMBERSHIP IN GENERAL AND DOES NOT APPLY TO PERSONAL INJURY CAUSED BY INTENTIONAL ACTS OR ANY INJURY CAUSED BY ALLEGED FRAUD.

INDEMNITY

You agree to protect, defend, indemnify and hold Company and its parents, subsidiaries, affiliates, related companies and their officers, directors, members, managers, employees, agents, successors and assigns, as well as the Company licensors (collectively the “Company Parties”) harmless from and against any and all third party claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable outside attorneys’ fees) imposed upon or incurred by the Company Parties directly or indirectly arising from (i) Your use of and access to the Sites or the Member Benefits; (ii) Your violation of any provision of this Agreement or the Policies; and/or (iii) Your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this Section shall survive any termination or expiration of this Agreement or Your use of the Sites or the Member Benefits.

SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

U.S. EXPORT LAWS

The Sites and the Member Benefits are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users, including Members, shall not use the Sites or Member Benefits to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export, or allow the export or re-export of, any portion of the Sites or Member Benefits in violation of any U.S. Export Laws. None of the content associated with the Sites may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, or any other denied parties lists under U.S. Export Laws. By Your Application and use of the Sites, You agree to the foregoing and represent and warrant that You are not a national or resident of, located in, or under the control of, any restricted country; and You are not on any denied parties list; and You agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). You are not permitted to access the Sites or utilize the Member Benefits from other countries or jurisdictions, and if You do so, You do so on Your own initiative and You are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, You shall not access the Sites or Member Benefits. The obligations under this section shall survive any termination or expiration of this the Policies or Your use of the Sites.

COMPLIANCE WITH LOCAL LAWS

Company makes no representation or warranty that the content available on the Sites or any of the Member Benefits are appropriate in every country, state or jurisdiction, and access to the Sites or the Member Benefits from countries or jurisdictions where its content is illegal is prohibited. Members who choose to access the Sites or the Member Benefits are responsible for compliance with all local laws, rules and regulations and Company shall not be liable in any way in the event any Member Benefits or the Sites are not permitted in any jurisdiction.

MINOR USE OF THE SITES

Membership and the Sites are not directed to children under the age of 13, and We will not knowingly collect personally identifiable information from children under 13. Further, You must be 18 years or older to apply for membership and register or use the Sites or take advantage of the Member Benefits. You agree to abide by any such restrictions and not help anyone avoid such restrictions. We strongly recommend that parents participate in their children’s exploration of the internet and any online services and use their browser’s parental controls to limit the areas of the internet to which their children have access.

GOVERNING LAW AND JURISDICTION/ AGREEMENT TO ARBITRATE

Applicable Law: You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and the Policies and any claim or dispute that has arisen or may arise between You and Company, except as otherwise stated in the Policies.

Agreement to Arbitrate:Except for any claim for emergency injunctive relief, You and Company each agree that any and all disputes or claims that have arisen, or may arise, between You and Company relating in any way to or arising out of this or previous versions of the Agreement, Your use of or access to Member Benefits or membership shall be resolved exclusively through final and binding arbitration, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate under procedures as set forth herein.

Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER MEMBERS. If a court decides that applicable law precludes enforcement of any of this Section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to Your and Company’s right to appeal the court’s decision. All other claims will be arbitrated.

Arbitration Procedures:Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement, and/or the Policies as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 25(C) (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.

A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. In the event Company initiates an arbitration against You, it will send a copy of the completed form to the physical address we have on file associated with Your membership. Any settlement offer made by You or Company shall not be disclosed to the arbitrator.

The arbitration hearing shall be held in New York County, New York. If the value of the relief sought is $10,000 or less, You or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on You and Company subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, You and/or Company may attend by telephone, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Company user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Severability:With the exception of any of the provisions in Section 25(C) of this Agreement to Arbitrate (Prohibition of Class and Representative Actions and Non-Individualized Relief), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

Opt-Out Procedure: YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”) TO THE COMMUNITY CONTACT WITHIN 30 DAYS OF THE COMMENCEMENT OF THE INITIAL MEMBERSHIP TERM, BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, WITH A COPY TO HARRIS BEACH PLLC, 333 EARLE OVINGTON BLVD # 901, UNIONDALE, NY 11553 ATTN: CRAIG M. SPIERER. BY NOT OPTING OUT OF THIS AGREEMENT TO ARBITRATE, YOU AGREE TO SURRENDER YOUR RIGHT TO HAVE A CLAIM ADJUDICATED IN A COURT OF LAW.

You must complete the Opt-Out Notice by providing Your name, address (including street address, city, state and zip code), and the user ID(s) and email address(es) associated with the membership to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way You can opt out of the Agreement to Arbitrate. If You opt out of the Agreement to Arbitrate, all other parts of the Agreement continue to apply to You. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that You may have with us.

Venue and Jury Waiver: In the event that the Agreement to Arbitrate above is found not to apply to You or to a particular claim or dispute, either as a result of Your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, or otherwise as expressly permitted herein, including for claims for emergency injunctive relief, You agree that any claim or dispute that has arisen or may arise between You and Company must be resolved exclusively by a state or federal court located in the state, city and county of New York, New York. You and Company agree to submit to the personal jurisdiction of the courts located within the state, city and county of New York, New York for the purpose of litigating all such claims or disputes, and waive all defenses of lack of personal jurisdiction and forum non conveniens thereto. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement and the Policies constitute the sole and entire agreement between You and Company with respect to the Site and any services thereon and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Sites and any services thereon.

TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

CONTACT INFORMATION

If You have any questions regarding the use of the Sites, this Agreement, Your membership, the Policies, the Member Benefits, payments and refunds, the Privacy Policy, opt-out issues, intellectual property (copyright/trademark) infringement, or any other questions, please feel free to contact the Community Contact.

ELECTRONIC COMMUNICATIONS

Whenever You visit the Sites or send emails to Company, You are communicating with the Company electronically. For that reason, You also consent to receive communications from Company electronically. Company will communicate with You by email at the email address which You provide when You apply to become a Member, or through notices on Your dashboard on the Sites. You agree that all agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

The following provisions of this Agreement shall not be applicable to New Jersey residents: (i) provisions which limit the Company’s liability for any tortious action or breach of contract by the Company; (ii) provisions which limit the amount of damages which may be sought for any tortious action or breach of contract by Company; and (iii) provisions which limit the time within which claims against the Company must be brought to a shorter time period than is otherwise provided for under New Jersey law.